VITALHUB CORP. (TSXV: VHI) (the “Company” or “VitalHub”), is
pleased to announce that it has completed the acquisition of (the
“Acquisition”) substantially all of the assets of The Oak Group,
Inc. (the “Oak Group”), and all of the issued and outstanding share
capital in the Oak Group’s wholly-owned subsidiary, The Oak Group
(UK) Limited (the “UK Subsidiary”) pursuant to an acquisition
agreement dated February 26, 2019, and as further described in the
Company’s press release of even date therewith. The purchase price
for the acquisition was satisfied with a combination of cash and
common shares of the Company (“Common Shares”).
The Oak Group is a software and service provider
of its propriety ‘Making Care Appropriate for Patients’ (“MCAP”)
System. 22 hospital groups use MCAP daily across the United Kingdom
and in the Middle East representing over 10,000 hospital beds. Oak
Group completed 200 patient flow performance reviews across five
different countries using MCAP. At end of January 2019, the Oak
Group had trailing 12-month revenues of $847,000 of which $751,000
is recurring in nature and represents a gross margin to Oak Group
of 74%.
Dan Matlow, CEO of VitalHub commenting on the
Acquisition said “utilization of healthcare beds is a timely issue
not just in Canada but around the world. The technology and
methodology we have acquired here has been positively validated in
five different countries and we believe we have the ability to
really grow this asset in an organic fashion both here in Canada
and abroad, using our past experiences and commercialization
skills. We welcome the Oak Group team to the Vitalhub family.”
The purchase price for the Acquisition is
$1,640,000, which reflects certain estimated Net-Asset-Value
calculations completed on the date immediately preceding the
closing of the Acquisition (the “Closing”) and is subject to other
customary post-closing adjustments. The purchase price was
satisfied by the delivery on Closing of (i) cash in the amount of
$751,000, less $207,000 deposited into escrow for a period of six
(6) months from Closing, and (ii) 4,032,682 Common Shares (the
“Consideration Shares”), at a price per Common Share equal to
$0.22, representing a value of $887,190.12 to the Oak Group.
Twenty percent (20%) of the Consideration Shares
were released to the Oak Group on Closing with the remaining
deposited into escrow to be released to the Oak Group in four (4)
equal semi-annual installments over a 24 month period following
Closing.
The Company currently now has a total
159,717,661 issued and outstanding Common Shares.
The Acquisition is an arm’s length transaction
for which no finder’s fees were paid nor does it represent a change
of control.
About The Oak Group, Inc. and The Oakgroup (UK)
Limited.
The Oak Group is a software and service provider
of its propriety ‘Making Care Appropriate for Patients’ (“MCAP”)
System. MCAP is a clinically-based set of criteria combined with a
software data-gathering and reporting system for use in the
medical, surgical, mental health and substance use disorder care
settings. The MCAP System has a particular strength in post-acute
settings of care. It is used to place and identify patients for
admission or continued stay at the least intensive and most
appropriate level of care.
MCAP can be used in an audit fashion to
understand clinical inefficiencies in patient flow and as a basis
to improve patient flow in real time. MCAP identifies patients that
are clinically suitable for discharge or non-admission.
MCAP is a decision support product that is based
on an objective analysis of the individual patient care service
requirements and has been deployed in the US, U.K., Netherlands,
Singapore, Qatar and Australia.
The MCAP criteria challenges only where the
patient can be treated, not the clinician’s treatment plan or
diagnosis. Thus, MCAP is well accepted by clinicians.
The Oak Group ranked first (based on combined
quality & value scores) on the NHS England framework and is
licensed on more U.K. healthcare beds than any other product of its
class.
About VitalHub
VitalHub develops and supports mission-critical
healthcare information systems in the Mental Health (Child, Youth
and Adult), Long Term Care, Community Health Service, Home Health
and Hospital sectors. VitalHub technologies include Blockchain,
Mobile, and Web-Based Assessment and EHR solutions.
VitalHub's aim is to create high-value, secured
solutions enabling interoperability among existing health data
systems. VitalHub is primarily focused on working with
organizations in the Mental Health, Acute and Long-Term Care space,
to further extend organization's applications across the continuum
of care, powered by the security, efficiency, and trust of
Blockchain technology.
The Company has a robust two-pronged growth
strategy, targeting organic growth opportunities within its product
suite, and pursuing an aggressive M&A plan. Currently, VitalHub
serves 200+ clients across North America. VitalHub is based in
Toronto, Canada, with an offshore development hub in Sri Lanka. The
Company is publicly traded on the TSX Venture Exchange under the
symbol "VHI".
CAUTIONARY STATEMENT
The TSX Venture Exchange has in no way passed
upon the merits of the transactions and has neither approved nor
disapproved the contents of this press release. Neither the TSX
Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this press
release.
CONTACT INFORMATION
Dan Matlow Chief Executive Officer, Director (416) 727-9061
dan.matlow@vitalhub.com
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
This news release contains "forward-looking
information" within the meaning of Canadian securities legislation.
Forward-looking information generally refers to information about
an issuer's business, capital, or operations that is prospective in
nature, and includes future-oriented financial information about
the issuer's prospective financial performance or financial
position.
The forward-looking information in this news
release includes disclosure about the terms of the Acquisition.
VitalHub made certain material assumptions,
including but not limited to: prevailing market conditions; general
business, economic, competitive, political and social
uncertainties; and the ability of VitalHub and Oak Group to execute
and achieve its business objectives, to develop the forward-looking
information in this news release. There can be no assurance that
such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking statements.
Actual results may vary from the forward-looking
information in this news release due to certain material risk
factors. These risk factors include, but are not limited to:
adverse market conditions; reliance on key and qualified personnel;
and regulatory and other risks associated with the medical and
technology industries in general. The foregoing list of material
risk factors and assumptions is not exhaustive.
VitalHub assumes no obligation to update or revise the
forward-looking information in this news release, unless it is
required to do so under Canadian securities legislation.
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